Adult bone marrow multipotent progenitor cells (MAPCs) are one of well characterized bone marrow- derived stem cells. Our initial studies show that oxidized low-density lipoprotein (ox-LDL) significantly inhibits the proliferation of murine MAPCs and their endothelial differentiation in association with a selective and dramatic reduction of serine/threonine kinase Akt (Akt) phosphorylation. It is well known that the number and function of endothelial progenitor cells (EPCs) are markedly reduced in the patients with hyperlipidemia. The present study will test the hypothesis that ox-LDL reduces stem cell population within the bone marrow, and impairs their differentiation into EPCs due to interrupted Akt signaling. The specific aims are: 1). To evaluate the effect of ox-LDL on the population of stem cells within bone marrow and the underlying mechanisms; and 2). To investigate the role of ox-LDL in the differentiation of MAPCs into EPCs and the underlying mechanisms. Murine MAPCs will be isolated, cultured and quantitatively analyzed from both hyperlipidemic male LDL receptor knock out (LDLR-/-) mice (with atherogenic diet) and ox-LDL-infused wild-type (WT) normal C57BL/6 mice. The number of MAPCs within the bone marrow, Oct-4 expression, and their proliferation and differentiation into EPCs will be evaluated. To further test the hypothesis, bone marrow transplantation with eGFP- labeled MAPCs will be performed in LDLR(-/-) mice and ox-LDL-infused WT mice. The eGFP-positive EPCs will be isolated and quantitatively analyzed from the animals for EPC number and function. If the hypothesis is true, it is expected that the population and function of MAPCs within the bone marrow and EPCs in the bone marrow and peripheral blood will be significantly decreased in ox-LDL-infused animals and in hyperlipidemic LDLR(-/-) mice. It is also anticipated that Oct-4 expression, cell proliferation, and endothelial differentiation of the MAPCs isolated from the hyperlipidemic LDLR(-/-) mice and ox-LDL- infused WT mice will be significantly decreased along with a significant reduction in Akt phosphorylation in MAPCs. Conversely, the number and function of eGFP-positive MAPCs within the bone marrow and EPCs in the bone marrow and peripheral blood will increase significantly in the animals (both hyperlipidemic mice and ox-LDL-infused WT mice) that receive bone marrow transplantation with eGFP- positive MAPCs transfected with retroviral Akt1 vectors, and stably over-expressing active Akt. In addition, overexpression of active Akt will decrease atherosclerotic plaque formation in hyperlipidemic mice, and enhance vascular repair with reduced neointima formation in ox-LDL-infused mice. The data from this study will provide novel information on the mechanisms for the development of atherosclerosis in patients with hyperlipidemia, and help explore new approaches to preventing and treating cardiovascular diseases.